Form 4: Rubrik Inc. Executive Brian K. McCarthy Reports Acquisition and Disposal of Restricted Stock Units

Chief Revenue Officer Brian K. McCarthy reports transactions involving Rubrik Inc. Restricted Stock Units (RSUs) on April 24 and 25, 2024, including acquisition, vesting, and tax withholding.

Summary

• Brian K. McCarthy, Chief Revenue Officer of Rubrik Inc., filed a Form 4 detailing changes in beneficial ownership of the company's securities.
• On April 24, 2024, McCarthy acquired a total of 1,825,000 Restricted Stock Units (RSUs) which convert to Class B Common Stock upon vesting.
• These RSUs have different vesting schedules, with some vesting quarterly, some based on the achievement of a specified average price per share, and others vesting on specific dates in the future (March 15, 2025, 2026, 2027, 2028).
• On April 25, 2024, McCarthy exercised 385,377 RSUs, 28,248 RSUs and 28,255 RSUs and 441,880 Class B shares were converted to Class A shares.
• Also on April 25, 2024, 289,623, 21,752 and 21,745 shares were withheld by the issuer to cover tax obligations related to the vesting of the RSUs.
• Following these transactions, McCarthy directly owns 514,623 RSUs, 71,752 RSUs, 396,745 RSUs, 225,000 RSUs, 50,000 RSUs, 375,000 RSUs and 441,880 Class A shares.

Sentiment

Score: 6

Explanation: The sentiment is neutral. It's a routine filing related to executive compensation. The acquisition of RSUs is a positive sign, but the tax-related share withholding is a neutral event.

Positives

• The acquisition of RSUs by a key executive could be seen as a positive sign, indicating confidence in the company's future performance.

Negatives

• The disposal of shares to cover tax obligations could be perceived negatively, although it's a common practice.

Risks

• The vesting of RSUs is contingent upon continued service and, in some cases, the achievement of specific price targets, which introduces uncertainty.
• Fluctuations in the company's stock price could impact the value of the RSUs.

Future Outlook

The document does not contain explicit forward-looking statements, but the vesting schedules of the RSUs suggest an expectation of continued service and potentially improved stock performance.

Industry Context

Executive compensation through stock options and RSUs is a common practice in the tech industry to align management's interests with those of shareholders.

Comparison to Industry Standards

• Companies like Snowflake, Datadog, and CrowdStrike also utilize RSUs as part of their executive compensation packages.
• The vesting schedules and amounts of RSUs granted to executives are generally comparable across these companies, depending on the executive's role and performance.

Stakeholder Impact

• The transactions have a minor impact on shareholders, as they involve the vesting and potential dilution of shares.
• Employees may be impacted by the vesting of RSUs, as it represents a form of compensation.

Key Dates